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CHARTER 



AND 



BY-LAWS 



OF THE 



FRANKLIN INSTITUTE 



OF THE 



State of JJennsDbania, 

PROMOTION OF THE MECHANIC ARTS 



FOR THE 



PHILADELPHIA: 

WM. H. JONES & SON, PRINTERS, 

No, 510 Minor Street. 

1864. 



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AN ACT 

To Incorporate the Franklin Institute of the State of Pennsylvania for the 
Promotion of the Mechanic Arts. 

Section 1. Be it enacted by the Senate and House of 
Representatives of the Commonwealth of Pennsylvania in 
General Assembly met, and it is hereby enacted by the au- 
thority of the same, That the subscribers to the association 
called the Franklin Institue of the state of Pennsylvania 
for the Promotion of the Mechanic Arts, and all such per- 
sons as may hereafter be admitted members of the same, 
shall be, and they are hereby declared to be, a body poli- 
tic and corporate, by the name and style of " The Frank- 
ltn Institute of the State of Pennsylvania for the 
Promotion of the Mechanic Arts/' to have perpetual 
succession, to sue and be sued, implead and be impleaded, 
in all courts of record or elsewhere, to use a common seal, 
and break, alter, and renew the same at pleasure, and to 
take, hold, and enjoy lands, tenements, and heredita- 
ments: Provided, that the yearly income of the real estates 
held by them shall not exceed two thousand dollars. 

Section 2. And be it further enacted by the authority 
aforesaid, That the objects of the said corporation shall 
be the promotion and encouragement of manufactures and 
the mechanic and useful arts, by the establishment of 
popular lectures on the sciences connected with them, by 
the formation of a cabinet of models and minerals, and 
a library, by offering premiums on all objects deemed 
w r orthy of encouragement, by examining all new inventions 
submitted to them, and by such other measures as they 
may judge expedient. 

Section 3. And be it further enacted by the authority 
aforesaid, That the members of said corporation shall con- 



sisfc of manufacturers, mechanics, artisans, and persons 
friendly to the mechanic arts ; they shall pay such a sum 
annually, or in gross, as shall be required by the by-laws 
of the said corporation for an annual or life subscription: 
Provided, that nothing herein contained shall be construed 
to prevent the said corporation from electing honorary 
or corresponding members, who may be exempted from 
such payments and other duties of membership, in such 
manner and to such extent as may be prescribed by the 
by-laws of the said corporation. 

Section. 4. And be it further enacted by the authority 
aforesaid, That the officers of the said corporation shall 
"be a president, vice-president, a recording secretary a 
corresponding secretary, a treasurer, and twenty-four 
managers, who shall, together, constitute a Board of Man- 
agers of said corporation, and such other officers as the 
said corporation shall deem needful ; two-thirds of the 
managers shall be manufacturers or mechanics; the said 
officers shall be elected at an annual meeting of the said 
corporation, to be held on the third Thursday in January; 
if an election shall not take place on that day, the corpo- 
ration shall not for that cause be dissolved, but an elec- 
tion shall be held as soon afterwards as may be, and un- 
til such election the officers in place shall continue to act; 
public notice of all elections shall be given in such man- 
ner as may be prescribed by the by-laws of the said cor- 
poration ; the present officers of the said association are 
hereby constituted the officers of the corporation hereby 
created ; and shall continue to hold their respective of- 
fices till otherwise elected under the provisions of this 
act ; Provided ahvays, that the said corporation shall have 
power to increase the number of vice-presidents and mana- 
gers hereinbefore mentioned, to such number as may be 
deemed advisable and convenient, at a stated meeting of 



the said corporation, the same public notice of such in- 
tended alteration being previously given as may be re- 
quired to be given of the election of officers of the said 
corporation. 

Section 5. And be it further enacted by the authority 
aforesaid, That the duties and rights of the members of 
the said corporation, the powers and functions of the offi- 
cers thereof hereinbefore mentioned, and such others as 
may hereafter be added, the mode of supplying vacancies 
in office, the time of meeting of said corporation, and of the 
board of managers, the numbers which shall constitute a 
quorum at any such meetings, the mode of electing mem- 
bers, the terms of their admission, the causes which shall 
justify their suspension or expulsion from the corporation 
and all other concerns of the said corporation, shall be 
regulated by the by-laws and ordinances of the said cor- 
poration hereafter to be made, which the said corporation, 
is hereby authorized and empowered to make and alter, 
in the manner which maybe therein mentioned: Pro- 
vided, that the said by-laws or ordinances shall not be 
repugnant to, or inconsistent with, the constitution or 
laws of the United States or of this Commonwealth. 



Office of the Clerk of the Senate of the Commonwealth of Pennsylvania, 
March 30th, 1824. 

I certify that the foregoing Bill passed both branches 
of the Legislature, and received the signature of the Gov- 
ernor on this day. As witness my hand the day and year 
above written. 

(Signed,) 

JOHN DUPUY, Clerk. 



AN ACT 

To amend and alter the Act incorporating the Franklin Institute of the 
State of Pennsylvania for the Promotion of the Mechanic Arts. 

Whereas : The Act approved March Thirtieth, One 
thousand eight hundred and twenty-four, incorporat- 
ing the Franklin Institute of the State of Pennsylvania, 
for the Promotion of the Mechanic Arts, has been found 
insufficient and inconvenient for accomplishing the objects 
of said corporation, and the said corporation has applied 
for alteration and amendment thereof. 

Section 1. Be it enacted by the Senate and House of 
Representatives of the Commonwealth of Pennsylvania in 
General Assembly met, and it is hereby enacted by the au- 
thority of the same. That the present members of said 
corporation, and all such persons as may hereafter be- 
come members thereof shall be, and are hereby created a 
body politic and corporate by the name of the " Frank- 
lin Institute of the State of Pennsylvania for the 
Promotion of the Mechanic Arts," and shall have per- 
petual succession, be able to sue and be sued, to plead 
and be impleaded, to have and use a common seal, and 
the same to break, alter, and renew at pleasure, and shall 
be able to take, hold, purchase, and enjoy such real and 
other estates of any nature or kind whatsoever as they 
may obtain by purchase, devise, bequest or gift, and the 
same at their pleasure to sell, lease, mortgage, pledge, en- 
cumber, or dispose of as they may deem proper or conve- 
nient for promoting the objects of the said corporation ; 
and the said corporation shall have the like power over 
any real or other estates now owned or held by them. 
Provided that the clear yearly value of the real estate at 



any time held by them shall not exceed ten thousand 
dollars. 

Section 2. .That it shall be lawful for the said corpo- 
ration to raise funds for the payment of its present in- 
debtedness, and for all other purposes of the said corpo- 
ration, to create and sell such number of shares of stock 
at ten dollars each as may be deemed proper to represent 
the estates of the said corporation, and the certificates of 
such stock shall be in such form, be transferable in such 
manner, subject to such payments and entitle the holder 
thereof to such privileges as the said corporation may 
by its by-laws in reference to such stock grant and di- 
rect. 

Section 3. The object of the said corporation shall be 
the promotion and encouragement of manufactures and 
the mechanical and useful arts, by the establishment of 
lectures on the sciences connected with them, by the for- 
mation of cabinets of models, minerals, machines, mate- 
rials and products, by exhibitions and premiums, by a 
library, and by all such measures as they may judge ex- 
pedient. 

Section 4. The members of the said corporation shall 
consist of manufacturers, mechanics, artisans, and per- 
sons friendly to the mechanic arts, and of such stockhold- 
ers in said corporation as may, by the by-laws, be entitled 
to the privileges of members ; and every member shall 
pay such sum for an annual or life subscription as the by- 
laws of said corporation may require ; and honorary and 
corresponding members may be elected at such times, 
and in such way, and with such privileges as said cor- 
poration may deem expedient. 

Section 5. The said corporation shall be managed in 
such way, and by such number of officers, managers, and 
other persons as the by-laws may prescribe; and the powers 



8 

and functions of such officers, managers, and other per- 
sons, the rights and duties of members, the manner 
of their election, and the causes which may justify their 
expulsion or suspension, and all other concerns of the 
said corporation shall be fixed and regulated by its by- 
laws, which by-laws shall be adopted by said corporation 
at the first monthly meeting after the acceptance of this 
amended charter, and said by-laws shall be altered and 
amended only in the manner provided in said by-laws as 
then adopted. 

Section 6. So much of the act to which this is a Sup- 
plement as is inconsistent herewith is repealed. 



Office of the Secretary of the Commonwealth of Pennsylvania, April 25th, 

1864. 

I certify that the foregoing Bill passed both branches 
of the Legislature, and received the signature of the 
Governor on this day. As witness my hand the day and 
year above written. 

(Signed,) 

ELI SLIFER, 

Secretary of the Commonwealth. 



BY-LAWS. 



ARTICLE I.— Stock. 

Section 1. The Real and Personal Estates of 
the Institute shall be valued at Sixty Thousand 
Dollars, and shall be represented by Six Thou- 
sand Shares of stock of the par value of Ten 
Dollars each. Said shares shall be divided into 
two classes, viz: 

First Class. — Shares not registered for use : 
on which no annual payment shall be charged 
or collected, and the holders thereof shall not 
have the privileges of members of the Institute, 
but may, if of legal age, vote at any annual 
election for officers, managers, and auditors, 
upon the payment of One Dollar upon each 
share of stock on which they may desire to 
vote : Provided, however, such share shall have 
been held by the same person at least three 
months before such election. 

Shares of the First Class may be converted 
into shares of the Second Class at the pleasure 
of the owners ; provided, the transfer be ap- 
proved by the Board of Managers; but when 



10 

once so converted, they shall always continue in 
the Second Class. 

Second Glass. — Shares registered for use: 
on which Three Dollars per annum shall be due 
and payable in advance on the first day of Octo- 
ber in each year, except as hereinafter provided. 

All subscriptions to stock shall be approved 
by the Board of Managers before the certificate 
can be issued. 

Sec. 2. The holders of stock registered for 
use, so long as they make the annual payment in 
advance, shall be entitled to the use of the 
library, lectures, and reading room ; and if of 
legal age, to all other privileges of membership 
in the Institute : and shall, on the payment of 
One Dollar therefor, be entitled to a Certificate 
of Membership. 

Sec. 3. If the annual dues for two successive 
years remain unpaid at the expiration of two- 
and-a-half years, on any share of stock regis- 
tered for use, such share shall then become for- 
feited to the Institute ; but such forfeiture may 
be remitted by a unanimous vote of the Board 
of Managers. 

Sec. 4. Certificates for the First Class may 
be issued for any number of shares in a single 
certificate ; but every certificate for the Second 
Class shall be for one share only. 

Sec. 5. All certificates of stock shall be 



11 

signed by the President and Secretary ; shall be 
issued by the Actuary, and shall be transferable 
only on the books of the Institute by the owner 
or his legal representative on the surrender of 
the old certificate, and on the payment of the 
Stamp Tax, and of a fee of twenty-five cents for 
each certificate. 

Sec. 6. No share of stock in the Second Class 
shall be transferred until all arrearages and fines 
are paid, and all books and tickets returned, and 
the transfer approved by the Board of Mana- 
gers. 

Sec. 7. The Board of Managers may, with 
any surplus funds, purchase shares of stock of 
the Institute, at a price not exceeding Ten Dol- 
lars per share. 

Sec. 8. The shares of stock obtained by the 
Institute by legacies, donations, forfeiture, or 
purchase, may, by order of the Board of Mana- 
gers, be re-sold, but not for a less sum than 
Ten Dollars per share. 

Sec. 9. The property represented by the stock 
shall be kept amply insured against loss by fire, 
and shall not be sold, pledged, mortgaged, or 
encumbered in any way, unless by authority of 
a vote of two-thirds of the whole stock repre- 
sented at a meeting of the stockholders, called 
for that purpose by public notice in at least 
three daily papers published in the City of Phi- 



12 

ladelphia for one month previous to the day of 
meeting; the purpose of such meeting to be stated 
in the notice. 

Sec. 10. Whenever, in the opinion of the 
Board of Managers, the increased value of the 
property of the Institute shall justify an increase 
in the number of shares of stock, they may, by 
resolution, provide for such increase, stating the 
number of additional shares to be created ; and 
such resolution shall be submitted to a special 
meeting of the stockholders to be called for the 
purpose of acting on such resolution. Notice 
of such meeting of stockholders shall be given 
by publication in two daily papers printed and 
published in the City of Philadelphia daily- for 
two weeks, and if at such meeting the resolution 
for such increase of stock shall be approved by 
the vote of a majority of the shares represented 
at such meeting, the capital stock shall be in- 
creased accordingly, and the shares so created 
shall be placed in all respects on the footing of 
the original shares of stock. 

ARTICLE IL— Members. 

Sec. 1. The members shall consist of manu- 
facturers, mechanics, artisans, and persons friend- 
ly to the Mechanic Arts, and may be either 
annual contributors, life members, holders of 
stock registered for use, honorary or correspond- 
ing members. 



13 

Sec. 2. Any person, other than a holder of 
stock registered for use, desirous of becoming a 
member, shall be proposed by two members, and 
the Board of Managers shall vote on his appli- 
cation at their next stated meeting ; provided, 
that the name of the candidate and of his pro- 
posers shall be conspicuously posted in the Hall 
for one month before his election. 

Sec. 3. No person shall be entitled to the 
privileges of membership, unless he be of legal 
age, and shall have paid his annual contribu- 
tions, and shall have signed the Charter and 
By-Laws. — 

Sec. 4. Honorary and Corresponding Members 
shall require for their election four-fifths of the 
votes of the members present at any meeting at 
which their nomination may be acted upon. 

Sec. 5. Members shall be entitled to a Certi- 
ficate of Membership on payment of One Dollar. 

Sec. 6. Resignations shall be made to the 
Board of Managers in writing, but shall not be 
accepted until all dues, arrears, and fines have 
been paid, and books and tickets returned. 

ARTICLE ni.— Payments. 

Sec. 1. Every member, other than a holder 

of stock registered for use, shall pay an annual 

contribution of Five Dollars; but the payment 

of Fifty Dollars within any one year shall eon- 

B 



14 

stitute a member for life, with an exemption 
from all annual payments. 

Sec. 2. Stock registered for the use of per- 
sons not of legal age, shall be liable to the pay- 
ment of only one-half the annual fees due upon 
stock registered for the use of the holders ; pro- 
vided, that when such persons arrive at legal 
age new certificates shall issue on payment of 
the customary fee. 

Sec. 3. The annual payments of fees for 
membership shall be due and payable on the 
1st of October of each year in advance ; but all 
members elected after the 31st of January in 
each year shall pay in advance at the rate of 
fifty cents a month to the 1st of October next 
ensuing. 

Sec. 4. The holder of not less than ten shares 
of stock in his own name, shall be exempt from 
annual fees, and may, by a unanimous vote of 
the Institute, be elected an Honorary Member. 

ARTICLE IV.— Officers. 
The officers shall be a President, three Vice 
Presidents, a Secretary, a Treasurer, twenty- 
four Managers, and three Auditors. Two-thirds 
of the Managers shall be manufacturers or me- 
chanics. 



15 



ARTICLE V.— Election of Officers. 

Sec. 1. An election for officers shall be held 
at the annual meeting on the third Thursday in 
January. At this election, the President, the 
Secretary, and the Treasurer shall be elected to 
serve one year, and one Vice President, eight 
Managers, and one Auditor shall be elected to 
serve for three years ; provided, however, that 
at the first annual election succeeding the adop- 
tion of these By-Laws, in addition to the above 
named officers, eight Managers, one Vice Pre- 
sident, and one Auditor shall be elected to serve 
two years, and eight Managers, one Vice Presi- 
dent, and one Auditor shall be elected to serve 
one year ; provided, further, that the officers 
now elected, or who may hereafter be elected, 
shall continue to serve until their successors be 
elected. No person shall be allowed to vote un- 
less of legal age, nor unless all arrears are paid. 

Sec. 2. All elections for officers of the Insti- 
tute, shall be by ballot. 

Sec. 3. The President shall, at the stated 
meeting in December, annually, appoint seven 
members of the Institute to conduct the election 
for officers to be held at the next annual meet- 
ing, and to act as judges of said election. They 
shall meet at the Hall of the Institute at four 
o'clock, P. M., on the day of the election, then 



16 

and there open the polls for said election, keep- 
ing the polls open until eight o'clock, P. M., and 
making a record of the name of each voter. On 
the closing of the polls they shallforthwith count 
the votes and report the result to the President. 
In case any one or more judges of said elec- 
tion shall fail to attend, the judges present on the 
day of the election shall have power to fill the 
vacancies. 

ARTICLE VI.— President 

It shall be the duty of the President, or, in 
his absence, of one of the Vice Presidents, in 
order of seniority of election, or, in their absence, 
of a President to be chosen pro tempore, to pre- 
side at all meetings of the Institute, and of the 
Board of Managers, preserve order therein, put 
all questions, and announce all decisions. 

ARTICLE VIL— Secretary. 

Sec. 1. The Secretary of the Institute shall 
be a person of scientific and literary attainments, 
and shall receive such annual compensation for 
his services as may be fixed by the Board of 
Managers. 

Sec. 2. His duties shall be to receive members 
and strangers visiting the Institute ; to take 
charge of the Library; to present and read at 
each meeting of the Institute a statement of 



IT 

such scientific discoveries, mechanical improve- 
ments, or novelties in the arts or engineering, 
as he may deem of interest to the members; and 
to perform such other duties as he may deem 
advisable to promote the objects of the Institute, 
or such as may, from time to time, be designated 
by the Institute. He shall also answer all let- 
ters addressed to the Institute, except those re- 
lating to stock, finance, or of a business charac- 
ter ; open and maintain such correspondence as 
may promote its interests ; notify honorary and 
corresponding members of their election; and 
acknowledge all donations to the Library or 
Cabinets, in the Journal, and to the donors 
thereof at his discretion. He shall report, or 
cause to be reported, the proceedings of the In- 
stitute, and shall deliver the report thereof, or 
an abstract of it, to the editor for publication. 

Sec. 3. In case of the absence or sickness of 
the Secretary, it shall be the duty of the Presi- 
dent to appoint a person to perform the duties 
of the position pro tempore. 

Sec. 4. The two Secretaries now in office shall 
serve until the Secretary whose duties are herein 
provided for shall be elected. 

ARTICLE VIII.— Treasurer.' 

It shall be the duty of the Treasurer to re- 
ceive from the Actuary all moneys and other 
B* 



18 

securities of the Institute, and deposit them, in 
the name of the corporation, in such institution 
as the Board of Managers may direct. He shall 
make no payments without written vouchers 
from the Board of Managers. He shall keep 
accurate accounts of the income and disburse- 
ments of the Institute, exhibit an accurate state- 
ment of his receipts and payments, and the con- 
dition of the finances of the Institute at each 
stated meeting of the Board of Managers, and 
whenever called on by them, and shall make an 
annual statement thereof at the annual meeting 
of the Institute. He shall give bonds for the 
faithful performance of his trust. 

ARTICLE IX.— Auditors. 
The Auditors shall examine the Treasurer's 
accounts and the vouchers of the Board of Man- 
agers, and of all Committees, comparing the 
same and vouching for their correctness. 

ARTICLE X.— Of Committees. 
Sec. 1. There shall be the following standing 
committees, each to consist of ten members, to 
be appointed by the President, who may be aid- 
ed in his choice by nominations made at the an- 
nual meeting. All members notified of their ap- 
pointment to any committees, if they do not de- 
cline before the next stated meeting, shall be 
considered members thereof. 



19 

1. On the Library. 

2. On the Cabinet of Models. 

3. On the Cabinet of Minerals and Geologi- 

cal Specimens. 

4. On the Cabinet of Arts and Manufactures. 

5. On Meteorology. 

6. On Exhibitions. 

7. On Meetings. 

Sec. 2. There shall be a Committee on Science 
and the Arts, which shall consist of such mem- 
bers of the Institute as shall voluntarily enroll 
their names as members thereof in a book to be 
provided for the purpose, and who will, by en- 
rolling their names, pledge themselves to per- 
form such duties — to be therein described — as 
may devolve upon them, and to sustain by their 
labors the scientific character of the Institute. 

The committee shall, within one month after 
the annual meeting of the Institute in each year, 
hold a meeting at which they shall elect a chair- 
man and adopt rules for their government, not 
inconsistent with the By-Laws of the Institute. 
They shall hold other meetings at the call of 
their chairman. Sub-committees to examine any 
subject shall be appointed by the chairman, and 
shall make their reports in writing signed by the 
members thereof. It shall be the duty of the 
chairman to submit to the Institute at its stated 



20 

meetings, such reports of sub-committees approved 
by the general committee as he may deem of in- 
terest to the Institute, and such reports, when 
published, shall have attached to them the signa- 
tures of the sub-committees making them. 

Applications for the examination of any sub- 
ject, shall be made to the chairman of the com- 
mittee ; either by the Institute, or by the Secre- 
tary, who shall receive such applications from 
inventors and others, in the intervals between 
the stated meetings of the Institute. 

Sec. 3. Each of the committees named in the 
first section, shall choose at their first meeting 
after their appointment, a chairman. 

The committee on the Library and on Meet- 
ings, shall meet at least once in each month, the 
other committees at the call of their chairman. 

Records of their proceedings shall be kept by 
the Actuary. 

They shall report to the Institute, and shall 
be governed by such rules, not inconsistent with 
these By-Laws, as may be adopted by them re- 
spectively. All special committees must report 
to the Institute in writing, at the next meeting 
succeeding their appointment ; otherwise they 
may be considered discharged. 

Sec. 4. No bills for expenses incurred by com- 
mittees shall be paid, unless certified to by such 
committee, at a regular meeting, and unless au- 



21 

thorizedby the Board of Managers, and examined 
by the Auditors. 

ARTICLE XI.— Meetings. 

Sec. 1. On the third Thursday of each month, 
excepting in July and August, the Institute 
shall hold stated meetings. That on the third 
Thursday in January of each year shall be 
styled the annual meeting. 

Sec. 2. Special meetings shall be called by 
order of the President, upon the request of the 
Board of Managers or the written application 
of twelve members of the Institute. Fifteen 
members shall constitute a quorum. 

ARTICLE XII.— Order of Business. 

Sec. 1. The stated meetings of the Institute 
shall be held at the hour of 8 o'clock, P. M. 

Sec. 2. The order shall be as follows, except 
at the annual meetings : 

1. Reading of the minutes. 

2. Reception of reports from the officers or 

Board of Managers. 

3. Reception of reports from the Secretary, 

and from committees on subjects pertain- 
ing to science or the arts. 

4. Deferred business. 

5. Consideration of reports. 

6. Consideration of new business connected 

with science and the arts. 



22 

Sec. 3. At the annual meetings, the order 
shall be the same, but the scientific business 
shall be deferred until after consideration of the 
reports of officers, and of the Board of Managers ; 
and the reception of the report of the judges of 
the election, shall always be in order. 

Sec. 4. The order of business may be altered 
for any meeting, by a vote of two-thirds of the 
members present thereat. 

ARTICLE XIII.— Rules. 

The Institute at its meetings shall be govern- 
ed by the following rules : 

First. All resolutions must be presented in 
writing, signed by the mover ; and must be se- 
conded, and announced by the Chair, before 
consideration. 

Second. Any member rising to speak, shall 
be announced by the Chair before proceeding. 

Third. The name of the mover of any reso- 
lution, announced by the Chair, shall be entered 
in the minutes. 

Fourth. No member shall be allowed to speak 
more than twice on any resolution, unless by 
special permission granted by the meeting, ex- 
cept he be the mover thereof, or the chairman of 
the committee reporting it, who shall have the 
privilege of closing the debate. 

Fifth. The yeas and nays shall be called at 



23 

the request of five members. Each member at- 
tending any meeting of the Institute shall, as he 
enters the Hall, report his name to the Janitor, 
to be recorded in a book to be kept for the pur- 
pose. 

Sixth. The Chair shall decide whether any 
resolution does or does not pertain to the objects 
of the Institute : and in the latter case shall de- 
cide it out of order. 

Seventh. Nominations for officers to be elect- 
ed at the annual meeting, shall be made at the 
stated meeting in December, and the names of 
nominees not declining, shall be published by 
posting in the Hall, thereafter until the election. 

Eighth. The first four rules hereinbefore 
stated, or either of them, may, by a vote of two- 
thirds of the members present at any meeting, be 
suspended for that meeting. 

ARTICLE XIV.— Board of Managers. 

Sec. 1. All the officers of the Society, except 
the Auditors, shall be ex-officio members of the 
Board, to which shall be confided all matters of 
finance, all affairs of the Institute not immedi- 
ately connected with scientific subjects, or with 
the mechanic arts, with authority to devise and 
execute all measures which may advance its in- 
terests, and to elect members, except Honorary 
and Corresponding Members. 



24 

Sec. 2. The Board of Managers shall keep 
regular minutes of their proceedings, which shall 
be open at all times to the inspection of mem- 
bers of the Institute. 

Sec. 3. They shall at the annual meeting of 
the Institute, present a report of their proceed- 
ings and of the condition of the affairs of the In- 
stitute. 

Sec. 4. They shall hold stated meetings once 
in each month. They shall elect their own offi- 
cers, except the chairman who shall be the pre- 
sident of the Institute, and shall be at liberty to 
make by-laws for their own regulation, not in- 
consistent with the Charter, or with the by-laws 
of the Institute ; provided, that the present chair- 
man shall continue in office until the next annu- 
al election. Seven of their members shall con- 
stitute a quorum. 

Sec. 5. All vacancies in the Board of Mana- 
gers shall be filled at the next annual meeting 
of the Institute, after nomination and publica- 
tion thereof, by posting the same in the Hall of 
the Institute, at least one month before such 
meeting. 



25 



ARTICLE XV. 

Officers and Rules of the Board of Managers. 

Sec. 1. Officers. — The President of the Insti- 
tute, or in his absence the Vice President in or- 
der of seniority of election, or in the absence of 
both, a member elected pro tempore, shall preside 
at all meetings of the Board. Records of its 
proceedings shall be kept by the Actuary. 

Sec. 2. Meetings. — The Board shall hold a 
meeting for the purpose of organizing, appoint- 
ing committees, &c, on the fourth Thursday in 
January, and regular meetings on the second 
Wednesday of each month at 8 o'clock, P. M. 
Special meetings shall be called by the Actuary, 
on the order of the President, made at the writ- 
ten request of five members. 

The notice for special meetings shall state the 
object thereof: and no other business shall be 
considered thereat. 

Sec. 3. 'Resignations. — All resignations of 
members of the Board, after acceptance thereof, 
shall be reported to the Institute at its next stated 
meeting. Members who have not attended six re- 
gular meetings, prior to the stated meetings of the 
Institute in December, shall be reported thereat 
as having resigned, unless it be unanimously 
voted by the Board at its stated meeting in De- 
c 



26 

eeraber, that such member has been absent from 
reasons absolutely unavoidable. 

Sec. 4. Order of Business. — The order at re- 
gular meetings shall be as follows : 

1. Calling the roll. 

2. Reading the minutes and acting thereon. 

3. Reports from Standing Committees and 

Officers. 

4. Reports from Special Committees. 

5. Unfinished business. 

6. New business. 

7. Calling the roll. 

Sec. 5. Actuary. — The Actuary shall be pre- 
sent at all meetings, keep the records of the pro- 
ceedings of the Board ; notify committees of their 
appointments, and transmit to the chairman 
thereof documents relating to the object of their 
appointment : keep a roll of the Board, noting the 
attendance of the members thereon : notify mem- 
bers of the Board, by printed circulars, delivered 
at least two days previously to the holding of all 
meetings ; and act as Secretary of all Standing 
Committees of the Board, and of the Institute. 
The Actuary shall have charge of the Hall and 
other property of the Institute in conjunction 
with the Curators. He shall transact such gene- 
ral business of the Institute as the Board may 
direct. He shall act as publisher, and agent for 
the Journal of the Institute. He shall receive 



27 

and collect all moneys due to the Institute, and 
hand them over to the Treasurer. The Actuary 
shall be elected at the first meeting after the an- 
nual election, by the Board, and shall be entitled 
to such yearly compensation as they may deter- 
mine. A suitable person shall be provided by the 
Board to act as Janitor, with the necessary as- 
sistants. 

Sec. 6. Standing Committees. — The following 
Standing Committees, consisting of five members 
each, shall be appointed by the Chairman and 
approved by the Board, viz : 

1. On Instruction. 

2. On Election and Resignation of Members. 

3. On Stocks and Finance. 

4. On Publications. 

It shall be the duty of these committees to 
keep regular minutes of their proceedings, and 
report them monthly to the Board. 

Sec. 7. Curators. — Two Members of the Board 
of Managers shall be selected by the Board at 
the first meeting held after the annual election, to 
serve as Curators for the ensuing year. They 
shall have charge of all the property of the In- 
stitute, except such records, papers and books, 
as may be assigned to the officers. They shall 
keep regular minutes of their proceedings, and 
report the same to the Board at its regular 
meetings. 



28 

Sec. 8. Professorships. — There shall be Pro- 
fessors of Chemistry, Natural Philosophy, Me- 
chanics, and other departments, as the Board of 
Managers may direct — to be elected by the 
Board, and to receive such compensation as the 
Board may, from time to time, determine. 

ARTICLE XYL— Amendments. 

These By-Laws may be altered in the follow- 
ing manner: 

Propositions for amendments shall be made at 
a stated meeting in writing. They may be con- 
sidered when presented, but shall be acted upon 
at the next stated meeting, and shall be con- 
sidered adopted, when agreed to by two-thirds 
of the memb'ers present; except in the case of 
Article I, relating to Capital Stock, which can- 
not be altered unless agreed to by a majority of 
the stock represented. In all cases notice of 
proposed amendments shall be given by publica- 
tion weekly in two or more newspapers published 
in the City of Philadelphia, and such publication 
be continued till the proposed amendments are 
disposed of. 



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